So you don't risk personal liability
Many founders who set up a company opt for the GmbH as their legal form because the liability is fixed at the amount of the share capital of 25,000 euros. In this article, you will find out what you need to pay attention to so that you can benefit from this. It is important to bear in mind that even with a GmbH, personal liability is not completely excluded.
What does ‘limited liability’ mean?
The basic principle of the liability of a GmbH is quickly explained: on the basis of limited liability, the shareholders can protect themselves and their private assets. Instead, the amount of share capital forms the limit. It is important to note that this limit only becomes relevant once the company has been entered in the commercial register. As long as your GmbH is still being founded, you are personally liable.
GmbH and liability: what you need to know
Would you like to understand how liability works in a GmbH? Here you will find answers to the most important questions:
- When can managing directors of a GmbH be privately liable?
- Special case: The vvGmbH
- Why is a GmbH usually only liable up to its share capital?
- How you can avoid being liable with your private assets as a managing director
When can managing directors of a GmbH be privately liable?
First of all: GmbH liability does not apply to private assets - at least not if you fulfil your duties as a managing director. If this is not the case, managing directors may have to assume the GmbH's liability with their private assets.
Typical examples where the GmbH liability does not only relate to the share capital are
- As a managing director, you do not file for insolvency in good time.
- You provide your shareholders with insufficient information - for example, in the event of losses.
- You violate your duty of loyalty by deliberately making wrong decisions that do not advance the GmbH.
- You defy applicable law.
- You embezzle money.
If you want to set up a GmbH and know what to expect as a managing director, let our experienced lawyers advise you!
Special case: The vvGmbH
This is often a one-man limited liability company without an operating business. As the founder, you are therefore not liable to customers or suppliers. The risk of you being held liable here is therefore even lower. However, you must of course also fulfil your duties as managing director of the vvGmbH.
Why is a GmbH generally only liable up to the company's assets?
In principle, a GmbH is a legal entity. This means that the actions carried out under it are directly attributed to the GmbH.
And this is precisely why neither shareholders nor managing directors generally have to worry about being liable with their private assets.
By the way, did you know that you can use the share capital that you have paid into the GmbH? You don't have to store it in a savings book, but can use it to budget for your GmbH.
How you can avoid being liable with your private assets as a managing director
Would you like to exclude liability as a GmbH managing director with your private assets? That doesn't have to be difficult. All you have to do is fulfil your duties. For this to succeed, it is of course important to know what you can and cannot do.
And this is exactly where the Digitale Gründung team can help you! We'll explain everything you need to know about topics such as GmbH insolvency liability, taxes and setting up your company, and we've got your back.
Would you like to found a UG? In that case, take a look at this section!
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